The Most Feared Being
by Emihn
Summary: The Doctor finds himself stranded in a strange town called Silent Hill, and must face his guilt, actions, and true nature if he wants to get out alive.
1. Chapter 1

The Doctor spun in place, slender fingers gliding across the TARDIS' controls. "How about Paris, nineteenth century?" he smiled warmly. "Haven't been there in ages, have we, old girl? We could go to the World's Fair, see the Eiffel Tower just after she was built. The iron lady above the city of light! Pond's going to—"

He paused as a tangle of thoughts sped through his brain. _Right. She's not here, she's in Leadworth—no, she's at Demons Run._

_Demons Run._

The Doctor's smile dimmed. It was so easy to lose track of when and where people were as you hopped in and out of their lives. He thought Amy could use a rest, so he had taken off alone for a while—but she was with Rory, after all. Rory the Roman, steadfast and true. And River.

He sighed. There were so many things that needed fixing or saving. So many things to do and undo. All of time and space but never enough.

The TARDIS lurched violently, throwing the Doctor off balance. As he grabbed onto the edge of the console, all of her lights and screen displays shut off, plunging him into darkness.

"No no no, what are you—" As he reached out to twist a dial, the TARDIS started falling, like an elevator whose cables had suddenly snapped. He scrambled alongside the console, pushing whatever buttons he could reach. The TARDIS stopped falling but continued shaking back and forth.

Suddenly a strange noise screeched through the control room. The Doctor grimaced, wanting to cover his ears but afraid to let go of the console. It was like static from an old radio, but with something else underneath that he could not identify.

Just as quickly as it had started, the noise ceased. The TARDIS steadied, made her distinctive rematerialization noise, and stopped. Her central column glowed faintly. The Doctor straightened and poked a few buttons and dials. The TARDIS' life support functions were apparently working, but it seemed that she would not be taking off any time soon. He could not tell why or what exactly was wrong with her. All he knew was that the TARDIS had landed, but not where or when.

"How exciting," the Doctor grinned. He slipped on his tweed suit jacket, double-checked to make sure his sonic screwdriver was in the pocket, then pulled open the TARDIS' door and stepped outside.

Pale, cold fog enveloped the TARDIS, so thick he could only see a few feet in front of him. The Doctor sniffed the air. It smelled like and something burning. "Pavement," he remarked, springing up and down on his heels. "So a road, then, and roads always go somewhere and come from somewh—"

The Doctor peered around the back of the TARDIS to see that the street behind it dropped off into a pit strewn with debris. No source of the destruction was evident at first glance. "Whatever happened here?" he murmured.

A laugh came from behind him and he spun around to see a flash of red disappear into the fog. "Hold on now, just a moment!" The Doctor darted in the direction the figure had gone, but saw no one. He stopped, glancing around. The fog was a little thinner there and he could just make out buildings on either side.

"Earth in the twentieth—no, twenty-first—hang on, what's this then?" His shoe had caught on a piece of paper on the ground. He leaned over and picked it up to see that it was a street map. The Doctor unfolded it and turned it around until it was right-side up. "'Silent Hill,'" he read aloud, frowning. "Not _that_ kind of Silent, I hope." The name was unfamiliar to him, which was unusual. A red circle drawn around one of the buildings caught his eye. He scratched at the red marking and found that it was crayon, as if made by a child. The building was labeled 'Artaud Theater' in small type.

"Perhaps named for Antonin and his 'Theatre of Cruelty?'" the Doctor wondered. "Interesting."

As he folded up the map, he began to feel uneasy. He stayed very still, listening. He heard nothing but faint wind and could see only streets and buildings and endless fog. There was something else, too, something that he could sense but could not quite put his finger on.

Clear as an alarm, a thought rang through his mind.

_There's something wrong with this town_.

The Doctor shrugged it off. If there was one thing he knew about himself, it was that he was too inquisitive to turn away from a situation like this. Besides, the TARDIS was not working, and sitting inside it in the dark would not fix anything. There was nothing for it but to have a look around.

"All right then, onward and upward," he said. He glanced back at the TARDIS, her comforting blue exterior barely visible through the fog, then headed off down the street.


	2. Chapter 2

After a few uneventful minutes of walking though foggy, empty streets, the Doctor reached the Artaud Theater. As he drew closer, its decrepit marquis faded into view. _King Lear_, _Macbeth_, and _The Glass Menagerie_ were advertised on it, a few letters missing from each play's name. He walked up to the ticket booth and peered inside. It was empty, the chair and counter inside covered with dust. Brow furrowed, the Doctor walked back around to the large double-doors in front and went inside.

The theater's lobby was dingy but still retained hints of garish grandeur, with greenish gold moiré wallpaper and a massive gold scarab beetle above the auditorium doors, wings spread wide. The Doctor gazed at it for a moment, then turned quickly as he saw something move in his peripheral vision.

Near the staircase to his left stood a little girl with shoulder-length hair almost as red as her cardigan.

The Doctor stared. "…Amelia Pond?"

"Why are you here?" she asked. Before he could respond she turned and went through the door behind her.

"Wait!" The Doctor chased after her to find himself in a dark, empty hallway. He saw nowhere she could have disappeared to that quickly. Still he continued on, feet moving more slowly but mind running just as fast. Either she was the real Amelia Pond or she was not. If she was, what was she doing out of her time and place? And if she was not the real Amy, then what _was_ she?

He went on down the long hallway until he reached three doors, side by side. When he tried to turn the knob of the first door it only rattled. The Doctor took out his sonic screwdriver and scanned the knob. This revealed nothing, so he tried to open the door with it. He thought it should work since it was a metal door, but the sonic had no effect. Frowning, the Doctor put his sonic away and tried the next door, with no success. Finally the third doorknob turned with a creak, and he pushed the door open.

The Doctor walked inside slowly and let the door shut behind him. It was an office of some sort, with a large wooden desk and chair in one corner and shelves lining the walls. The desk was strewn with books and papers, but one in particular caught his eye. He leaned forward and read it.

_Peter,_

_Could you check the costume store room on the second floor when you get a chance? Katie from the costume dept. thinks there's a mouse or something in the ceiling in there. She's probably nuts but you know she won't stop harassing us until somebody takes a look. You can use the flashlight I keep in here if you like - Bob's always forgetting to put batteries in that other one._

_Thanks, Ed_

Next to the letter was a dark green swivel flashlight. The Doctor picked it up, tilted it to look at all sides, then flipped it on. Its beam was steady and broad, and he blinked at the sudden brightness. "Cool," he smiled. The light revealed a layer of dust covering everything in the office. He took another look around with his new light source but saw nothing of particular interest, so he went back into the hall. Clearly something odd was going on in this place, and if people had been hearing strange noises in costume storage, then it was worth checking out. Remembering the staircase in the lobby, he retraced his steps and then climbed up to the second floor.

The second floor hallway was narrow with a few wooden crates along its sides. The flashlight's beam caught on a humanoid shape, which startled the Doctor for a moment until he drew closer and realized it was a plastic dress form. He poked it. "Sure you're not an Auton?" Smiling a little, he continued down the hall until he reached a door with a small metal sign that said Costume Storage. The door opened easily when he tried it, and he went inside.

The room was pitch dark, and the Doctor scanned it with his flashlight. Shelves covered with cardboard boxes lined the walls, and several dress forms with clothes on them stood in the middle of the room. His light slid past them, but he flicked it back as something caught his eye.

_The clothes._

The dress form in front was clothed in a brown pinstripe suit and blue shirt, with a brown and blue necktie and long tan coat over it.

The Doctor directed his flashlight down so he could see the whole length of it, which revealed a pair of cream-colored trainers at its base.

"Impossible," he breathed. He bent his wrist to illuminate the dress form beside the first, revealing a black leather jacket with a dark blue v-neck shirt beneath it. He swept the flashlight across the room and quickly counted the dress forms.

There were eleven of them.

Ruffled sleeves, sweater vest, multicolored coat, beige jacket and white sweater, long coat and endless woolen scarf, crimson velvet jackets, one dark coat with a bowtie and another with a cravat.

"_Impossible_," he said again, more insistently, as if that would make what he was seeing disappear.

The very last dress form at the back of the room looked bare, and the Doctor approached it to investigate. It had no clothes on it, but the center of the torso looked as if it had been hacked open, and a bit of red ribbon stuck out from the gaping hole. He craned his neck and angled the flashlight but could not see what the ribbon might be attached to. Carefully he grasped the ribbon between two fingers and drew it out, then held it up so he could see what was attached to the end. It was a slip of paper and a metal key. There was writing on the paper.

_False face must hide what the false heart doth know._

"_Macbeth_," the Doctor frowned. He stood there, holding the ribbon and gazing at the exact duplicates of the clothing he had worn in his various incarnations.

He stood straighter. "All right," he said loudly. "This is a nice display and all but I think you've had your fun. Why don't you come out and we'll have a little talk?"

Silence.

"Oh come on now, don't be shy! I'm sure you've got a good reason for this and perhaps you mean well. But I should warn you—though you might already know this, I do have a bit of a reputation after all—I should warn you that I am _not_ the type of man one should play games with."

Still no answer.

The Doctor shifted awkwardly and tossed his head. Whatever was behind the strangeness in this place was apparently not going to show its face yet. Still, he knew now that it had some kind of personal interest in him. The thought made him a little nervous. He fiddled with the flashlight for a moment, then bent its head down and slipped it into his jacket pocket so his hands were free. Holding the key up, he saw that it had a strip of tape stuck to it with Men's Dressing Room on it in black marker. He gripped the key tightly and left the costume store room.

The Doctor walked down the hall, checking doors as he went, but he saw no locked doors and none labeled Men's Dressing Room. He reached a staircase at the end of the hall and went down it, finding himself back in the lobby. Realizing he had not checked the other half of the first floor hallway, he went through the door to his right and started checking doors on that side. The very first door he came to was locked, so he decided to try the key. It slid in easily, and he turned the knob and went inside.

The room was fairly empty, with a few clothes racks, and a long wooden counter with mirrors and a row of unlit light bulbs above it. The Doctor noticed nothing of interest except a green bowl in front of the mirrors. He tilted his head to look at it more closely. It was filled with water, and words were painted in black on its inside edge.

_Will all great Neptune's ocean wash this blood_

_Clean from my hand?_

"'_No_,'" the Doctor murmured, "_this my hand will rather / The multitudinous seas incarnadine, / Making the green one red_.'" He looked up at his reflection, head still bowed. The sideswept brown hair, strong features, full lips, and grey eyes were comfortable now, but his face was never quite _familiar_ to him. He sighed a little. "Good old Will, right as usual. Some things you can never quite be rid of."

Suddenly, his reflection flickered.

It was not his reflection anymore.


	3. Chapter 3

In the mirror was a figure with the same tweed jacket and bowtie, but its clothing was dirty and drenched with blood. In place of a face it had only shadow, and though he saw no eyes he could feel it staring into him as if he was made of glass and his entire being was laid bare.

The Doctor jumped back, startled, accidentally knocking over the bowl. Instead of the water that had been in it before, blood poured out of it in undulating crimson waves. The shadow-thing turned slowly and vanished into the darkness behind it.

A sound like an air raid siren pierced the air, rising and falling in slow menace. The Doctor's head started pounding, and he clapped his hands over his ears to try to block the noise but it was of little use. The mirrors cracked, sending shards of glass into the air as the entire room shuddered and every surface started _flaking_. He stared, brain whirring as he tried to figure out what was going on. _Has to be a logical explanation—a weird earthquake, a perception filter, maybe even psychic poll—_

The siren faded out and everything stopped.

Cautiously, the Doctor removed his hands from his ears and looked around. He was still in the men's dressing room, but its surface appearance had changed completely. The walls, ceiling, and floor were scorched and blackened; the counter oozed red, though the bowl was nowhere to be seen. The mirror was gone, replaced by iron grating in front of gaping blackness. A low, industrial humming noise boiled in the background, and the air smelled of copper, burning, and rot.

The Doctor pulled out his sonic and scanned the room. Its readings were bizarre and seemed to make no sense. "You're no use then," he muttered, sliding it back into his pocket. Unsure of what else to do, he walked to the door and went back out into the hallway.

It had changed, too—it was also charred, with wires, flame, and what looked like corpses wrapped in cloth in every direction the flashlight could illuminate.

The Doctor straightened his bowtie. He needed to figure out what was stopping the TARDIS from taking off, and if this was what he had to deal with, then fine. Besides, it was menacing, but he had not been in any real danger yet.

He walked forward carefully, looking around. The way to his right was blocked by a series of wires extending outward from a spine-like central column. He went a little ways to his left, but that way ended in a wall of metal grating with fire blazing behind it. At first the Doctor thought there was nowhere else to go, but as he walked back he noticed a door in one wall, partly hidden as the wall and door were both completely burnt and coated in some kind of greenish mold. He pushed where he thought the doorknob should have been, and it swung open slowly. The Doctor walked through it and shut behind him.

The room was pitch dark except for what his flashlight could reach, and it revealed only a scratched wood floor, as if the walls were impossibly far away. Frowning, he walked forward slowly.

Suddenly a bright spotlight popped on, shining directly down on him. The Doctor squinted up at it but could make nothing else out. He realized then that he must be in the theater's auditorium, on the stage.

"Ah, have you decided to talk?" he called up into the light. "I noticed you changed the scenery—very…striking, touch unfriendly though. I'm curious, how did you d—"

His foot slipped a little, and he looked down to see writing on the stage in what appeared to be fresh blood.

_Prideful god, high over all_

_Move the pawns and watch them fall._

Something grew cold inside of him. "Is that supposed to be directed at me? What did I tell you not five minutes ago, about playing games with me? Whoever…" He hesitated. "…or _whatever_ you are, I promise you you're not clever enough for that. Now why don't you tell me what you're playing at?"

Instantly the stage was flooded with sickly light as the spotlight broadened, revealing more of the stage.

"Oh," said the Doctor, color draining from his face.

Just at the edge of the light were _creatures_—four of them, encircling him. They looked like two humanoid forms bound together by wires dug deep into their flesh, one standing upright and the other bowed over, hands touching the floor. The figures in back had what looked like wood bound to their hands, out of which came strings somehow imbedded in the backs of the front figures' hands, like some kind of marionette. Their faces were burnt black and featureless. Groaning, their front halves reared up and they lurched forward, long arms reaching toward the Doctor.

Then, the spotlight went out.

The Doctor darted between two of the things and ran toward the door he had entered through, but when he tried it, it was locked. He spun around, flashlight revealing nothing but a bit of floor and creatures coming toward him more quickly than he had expected. He ran along the back wall, looking for other doors, but found none. Turning quickly and barely avoiding one of the creatures, he bolted for the front of the stage, intending to hop down into the seating area and get to the main door. He reached the edge of the stage but was startled to see that it dropped off into nothingness.

"Well _that_ won't work," the Doctor panted, drawing back. Suddenly his feet were pulled out from under him and he crashed forward, chin slamming into the floor. Struggling, he rolled himself over to see that one of the creatures had grabbed his leg, its fingers like iron pincers. He could see the creature more closely now—its charred skin, the way the front figure twitched and groaned as the figure in back pulled the strings joining them. As he stared at it, the words of an old enemy flashed though his mind.

_You take ordinary people and you fashion them into weapons…_

The Doctor kicked the creature as hard as he could and wriggled out of its grip, then pulled himself up and ran across the stage. He narrowly missed being caught by another creature just as he found a door in the side wall. Luckily it opened, and he ran inside and slammed it behind him.

His flashlight's beam trailed across the room, revealing that the space was small and coated entirely in red, with various wires and switches on the walls. There was another door in the room, but its knob was broken like the doors in the hall before.

_BANG_.

The Doctor spun around to see the door he had come through rattle, as one of the creatures was apparently throwing itself against it. It would not hold long. He turned again to look at a panel of switches and buttons on the wall, and noticed that one of them glowed red, though it was barely visible against the similarly-colored wall.

_BANG_.

The doorframe cracked.

The Doctor slammed his hand onto the button and heard a metallic creak from the stage. At the same time, the siren noise he had heard before started again, slightly quieter this time but still piercing enough to make him cover his ears. He blinked hard as the room started to change, but this time it was as if the flaking process was occurring in reverse, and every surface shimmered like hot pavement. The siren faded out, and everything stopped.

Lowering his hands slowly, the Doctor looked around. The room was normal, just grey and dusty, and the banging on the door had ceased. He frowned, unsure of what had happened or what he should do.

"At least I'm in one—_ow_." He touched his chin gingerly and withdrew his fingers to see blood on them. "Stupid chin, always knew you'd be trouble. Did you _have_ to go and stick out so much? I could've had a small chin and been ginger, but no." He laughed a little, but it faded quickly. He took a moment to clean up the blood with a handkerchief, then walked to the door and opened it cautiously.

The creatures were gone, and the stage was plain and unremarkable. The curtain was lowered, which he realized must have been what the button he had pressed did. He did not know why that would have any effect on things switching back to normal, but he was glad about it regardless of the cause.

The Doctor walked down the stairs beside the stage, through the auditorium, and out the main door into the lobby. It seemed exactly as it had been when he first arrived, but he did not stay to check and instead went back through the front door and into the street. He paused just outside the theater, not knowing what his next step should be. Although he had learned some things about the nature of this place, but had not figured out who or what was behind any of it. Wondering what other places were around that he could investigate, he pulled out the map he had found and unfolded it. "Wait, how did…?"

The map had changed. The Artaud Theater now had a red X over it, and a red circle had appeared around a building labeled 'Silent Hill Town Center.' "A shopping mall?" He shrugged and put the map away. "All right then, I'm coming," he said to the empty air. "I hope you're ready."


	4. Chapter 4

After a few minutes of walking, made longer by the roundabout route he had to take because of roads blocked with debris or dropping off into bottomless pits, the Doctor reached Silent Hill Town Center. From the outside it looked like an ordinary suburban shopping mall, but its deserted state, except for a few beat-up cars in the lot, made it seem eerie. "Bit too Romero," the Doctor remarked as he approached the large glass doors. The doors were automatic but seemed to have no power, so he slid them open manually and went inside.

He found himself in an open area lined with a few stores. There was a large bank of television monitors to his right, all dead, and a motionless escalator in front of him.

At the base of the escalator sat Amelia Pond, playing with a doll.

The Doctor approached her slowly. "You're Amelia."

She did not answer him.

"Can you tell me what's going on here?" he asked, crouching down near her.

Amelia glanced up at him and then back to her doll. "You don't know yet?" she asked.

"I have ideas, lots of ideas, but no, I don't know. Do you?"

Amelia stared at him for a moment but said nothing.

The Doctor tilted his head forward. "Amelia, when I saw you before, in the theater, you asked me why I was here. What did you mean by that, exactly?"

"I meant just that," she frowned. "Nobody comes here by accident. I was seeing if you knew why you're here."

"Ah, I see. Well, if you look at it linearly I'm here because my ship landed here on her own, and now she won't take off. Bit inconvenient."

"No, you got that all wrong. But that's fine. The town will show you."

"What do you mean, the town will…" The Doctor trailed off, the sense of danger he had felt when he first arrived nagging at him again. "Okay then, Amelia, why don't you tell me how you got here? You're a long way from home —are you all right?"

Amelia stood up suddenly, dropping her doll. "What's it matter to you? _You_ never cared about any of _us_ anyway!"

She ran off and through a door that looked like it led to a stairwell. The Doctor chased after her, but when he tried the door it was broken, just like the doors in the theater. He scowled, then walked back over to the escalator and picked up Amelia's doll. It was a crude replica of him after he had regenerated the last time, with a rumpled light blue shirt and floppy hair—Amelia's raggedy Doctor. Sighing, he put the doll in his jacket pocket. "Who does she think I don't care about?" he muttered. "Course I care, I'm the king of…" He scuffed his foot on the floor. "That always sounds better in my head."

With a hiss of static, all of the television monitors popped on at once. Startled, he turned to look at them. Vague images flashed on the screens, slowly becoming clearer until he could identify them. They were images of his companions, all of the women and men who had travelled with him throughout the years. He smiled faintly, recalling the adventures he had with all of them. "Brilliant, you lot," he murmured.

The images stuttered.

Static crackled across the screens, and the pictures changed. They were still images of his companions, but now showing all the pain and trials they had gone through during and after their travels with him. He cringed as memories he had tried to forget seared through his mind. Capture, torture, terror, horrible danger, mind wiping, self-sacrifice, heartbreak, abandonment, death…

_Hello! I'm the Doctor! Come away with me in my big blue box, we'll have ever so much fun!_

The Doctor blinked hard as tears welled in his eyes. "But I never wanted…I just…I didn't…"

_I didn't want to be alone._

"And I do care. I care about all of them, every last one. I _do _care!" he shouted at the screens, suddenly angry. "How many times have I fought for them, died for them, torn universes apart for them? I wouldn't harm them, I would _never_…"

_You take ordinary people and you fashion them into—_

He turned his back on the screens, ignoring the words that had once again sneaked into his mind.

"Doctor?"

He jumped, startled. It was a woman's voice, though not one that he recognized. He glanced back at the screens but they were grey and lifeless again.

"Doctor!"

It sounded like it was coming from somewhere around behind the escalator. The Doctor frowned and went over to investigate, but saw nothing except closed-up storefronts.

"_Doctor!_"

Turning his head quickly, he noticed a plain metal door he had not seen before. He tried the knob and it slid open easily, so without another thought he went inside.

He was in a seemingly endless corridor with blood red walls that throbbed like flesh. Instantly a sense of dread choked him and he spun around to get out, but the door behind him had vanished, leaving only a blank wall. He turned back around and realized that there was some sort of large object or figure several yards ahead of him.

He was in a seemingly endless corridor with blood red walls that throbbed like flesh. Instantly a sense of dread choked him and he turned to get out, but the door behind him had vanished, leaving only a blank wall. He turned back around and realized that there was some sort of large object or figure several yards ahead of him.

It was moving closer.

The Doctor just stood there, unable to escape, though all the while every fiber of his being urged him to _run_. He realized it was actually two figures approaching him, and soon they were close enough for him to make them out.

The first figure was humanoid and female, with ragged dun-colored hair. Her skin was grey, her arms and fingers far too long for her body, and he realized with horror that her face was completely blank. But the second figure….

It was the shadow-thing from the mirror.

The Doctor spun around and pounded on the wall where the door had been. He clawed at it, wondering if maybe the door had just been covered by the fleshy red substance on the walls, but there was nothing there. When he pulled his hands away, they were red, as if the wall had _bled_ on him. Exasperated and frightened, he turned back to the creatures.

The shadow-thing moved forward, and he noticed that its arm was around the female figure's waist. "Doctor," she cooed, though she had no mouth. He realized her blank face reminded him of the victims of the Wire in London so long ago, like—

Shaking his head quickly, the Doctor forced his brain to skip over _her_ name. That was the last thing he needed to think of right now. Not that he had a plan or any ideas about what to do.

They stopped a few feet away from him. As he stared, the shadow-thing let go of the female creature's waist, closed its hand around her throat, and lifted her off the ground. She whimpered. It slammed her back against the wall, bashing her head into it over and over until she started convulsing like a live insect pinned on a board. The Doctor shrank back in revulsion at this horrific act, hands clenched at his temples.

_This can't be happening, this can't be—_

The shadow-thing opened his hand and let her drop to the floor. Her neck jerked back with a sickening noise, and she twitched for a moment then lay still. Turning toward the Doctor, it straightened its blood-drenched bowtie.

The Doctor felt something inside him snap. "_No_," he hissed, eyes stinging with sudden tears. "No, this is perverse, this is a mockery, this is…this is…I don't know what you are but you—"

It stepped forward until it was only a foot away, its stench of blood and decay suffocating his senses. He pushed back into the corner and tried to wriggle around its side to run past it, but he suddenly realized the corridor had shrunk and there was nowhere to go at all. The shadow-thing leaned down until its eyeless void of a face was inches from his own.

At that exact instant the siren started again, piercing him like an ice pick in his brain. Somehow he knew that the shadow-thing was _smiling_.

The Doctor screamed.


	5. Chapter 5

The Doctor blinked hard and gasped for breath as he suddenly returned to consciousness. He had not moved, but the shadow-thing was gone, and the corridor had returned to its previous length. The siren had stopped, and the only sound was a faint hum in the background. Slowly he turned around to discover that the door had reappeared, but it was different from before. Instead of a plain metal surface, there were words carved into it.

_Lonely god, apart from all_

_To your empty hearts they call._

_MEMORY OF FRIENDSHIP._

"Friendship? That might not be so bad," the Doctor murmured, though he regretted saying it as soon as he had. Slowly he opened the door and went inside.

He found himself in a large office that looked as if it had been flooded. The walls and cubicles were dark and swollen, coated in grey-green mold, and everything smelled of rotten dampness. Toward the back of the room, on a swivel chair, sat a woman with long red hair and bangs.

Donna Noble.

The Doctor stopped dead, staring at her. _The door said "Memory," she isn't real, she can't be_, he told himself, and slowly approached her. "Donna."

"You killed me," she said. "You killed me, Doctor."

"No, no, I didn't. I saved you. You were going to burn out, you were going to die and I saved you." He took a step closer, and was suddenly stricken with horror when he realized her eyes were _gone_. There were empty, bloodless sockets where they should have been.

"You hollowed out my mind and made me forget myself," she said. Her voice was flat, with none of the fire that made her Donna Noble.

His eyes stung. He knew he had made the right choice back then, but that did not stop him from feeling awful about it. "But I saved your life."

"Who has granted you dominion over life and death? Who has set you up as god and judge over all creation? You have let so many choose to die for you, for what you stand for, but you took that honor from me and left me a broken shell."

"Donna, I…I'm sorry.I did what I had to, and it can't be undone now. And besides, you're alive."

She stood up suddenly. "Am I?" she shrieked, twitching as her arms stretched toward him. Am I? _Am I?_"

The Doctor backed up quickly, then turned and ran for the door. It opened, so he went through and slammed it shut behind him. She banged on the door but did not attempt to turn the knob. He leaned against the door, sighing, then jumped when he took in his surroundings. He was not in the endless red corridor as he had expected, but the main area with the escalator. Now everything was burnt black and wrapped in wire, and there was a black pit in the floor at the escalator's base.

He suddenly realized he was not alone.

Grey female figures like the one the shadow thing had killed stood around the edges of the room, at least fifteen of them. "Doctor," they all said at once, stretching their inhumanly long fingers toward him. "Doctor."

The Doctor ran for the front door, but the glass had vanished and been replaced by metal grating, behind which fire blazed. He spun around, barely avoiding one of the creatures. They were all coming toward him, moving slowly enough but far too numerous for him to stand a chance against them. He glanced sideways and saw that the door Amelia had gone through before was still there. Perhaps now he would be able to go through it. He darted toward it and grabbed the doorknob. It turned. The creatures clutched at him but he wrenched their hands off his jacket, yanked the door open, and ran inside, slamming it behind him.

He was in another long corridor, but this one was dark, the walls covered in scratches and graffiti. It was very quiet, with a faint scent like dead flowers. Cautiously he went forward, and after a little while he realized there was a door at the other end. About halfway to the door, a piece of graffiti on the wall caught his eye—two words painted in small white letters.

_BAD WOLF_

The Doctor felt like his hearts had stopped. He clenched his fists, anger and sorrow welling up in him.

_Not her. Please not her._

He might not feel the same way toward her as his previous regeneration had, but she was still special to him. He had no desire to see her or anything to do with her in a place like this, especially after seeing the town's version of Donna. Dread clouding his senses, he continued on until her reached the door. There were words painted on it in red.

_MEMORY OF LOVE._

Hands shaking, he opened the door and went inside.

It was a small shop, with a few shelves and mannequins, but everything was covered in dust. In the middle of the room stood a blond woman whose smile, when it graced her lips, was brighter than any sun.

He stared at her.

Her eyes glowed golden as they had when she became the wolf, but he was immediately distracted from that by a gaping wound in her chest, the fabric of her pale pink dress all around it bright with blood. The wound was where her heart should be.

"Doctor," she said softly, with that same strong accent he knew so well.

He moved no closer, but just stood there looking at her.

"It's me, Doctor. It's Rose Tyler." She tilted her head. "You've changed your face again. It's a little different, but it suits you, I s'pose."

"You're not her," the Doctor said with sudden violence. "Why would she be here anyway? I died for her. I gave part of myself to her. She's in Pete's World, she's fine, she's happy. She's fine."

"You sure about that?" She took a step closer. "I was okay, for awhile. But no matter how hard I want him to be, he's not you. He'll never be you, Doctor. I smile and pretend, but he will never be enough."

His lips were parted, tears in his eyes, but he said nothing.

"Twice you left me on that beach. I'm in a world that isn't mine with a Doctor who isn't mine."

"But…but you had to stay there…"

"You could've stayed with me. Stopped running. You could've tried." She moved closer again—she was only a few feet away now. He could see the tears streaming down her cheeks. "Was I not enough for you, Doctor?"

"You were—no. No! You're not her. You're just a memory, an image, a lie that's put on flesh."

"Doctor…"

"Just _go_!" His voice broke. "Please, _please_ just go away. I can't…"

She took another step forward. She was too close and he wanted to move back, but he felt like he was frozen to the floor.

"You _can_," she whispered. "I am her. I am as close to her as you will ever have in front of you again." She stretched out her hand and ran her fingers down the lapel of his jacket. He closed his eyes and felt tears slip out between his lashes. She had been dear to him, and this was too much.

"Don't you want me, Doctor? At least for a little while?"

He opened his eyes, and realized that hers were no longer the gold of the wolf but warm brown.

"Rose," he murmured, and reached out to brush her cheek.

The instant his fingers touched her skin but before his senses registered any feeling, she disintegrated into dust.

The Doctor was alone.

The sirens started again as he sank to his knees and cried.

Time passed—he did not know how much. The sirens had faded to silence and he realized he had stopped crying. The room had changed to a more normal-looking shop.

The Doctor stood slowly, shivering. Judging by the pattern so far, if the sirens had sounded again, then there was nothing else for him to do there. He took out the map and was not surprised to see that the mall was crossed out and a new location was circled.

It was a building in the southwest corner of the map, labeled "Alchemilla Hospital."

"Wonderful," the Doctor mumbled. Despite his name, he had never liked hospitals. Sighing, he turned his back on the room where _she_ had been and left.


	6. Chapter 6

By the time the Doctor reached the hospital's gated yard, the sky had grown darker as if with the approach of night, but there was something about it that felt unnatural. The hospital itself was grey and drab, with a large sign over its door with its name and a medical cross in red. He walked right up the front steps and went inside.

He found himself in an empty lobby with reddish-orange tile walls. There was a reception desk to his left with a dead potted plant at its corner, and a blank ledger that looked like it would be used for patients to sign in. Posters with cheerful women on them decorated the walls, advertising various medications and remedies with painted smiles. The Doctor half expected to see little Amelia Pond again, as he had at first arriving in the other places he had visited, but there was no sign of her. Frowning, he set off down the hall to his left. The first door he saw had a faded sign above it marked 'Examination Room.' Its doorknob turned smoothly, so he flicked his flashlight back on and went inside.

The floor and halfway up the walls were covered in dingy white tile, and there was a large hospital bed in one corner and a desk and chair in another. X-ray images were tacked to unlit light boxes on the walls. The Doctor glanced around and saw nothing of interest until a piece of paper on the desk caught his eye. He leaned over and read it.

_Bill,_

_She's getting worse. I know we expected a difficult pregnancy, but this is like nothing I've ever seen before. She screams every night until she's exhausted herself and falls asleep. It's getting on my nerves. Have that nurse—what's her name, the blond one—have her give the patient a stronger sedative. Use whatever it takes to shut her up._

_And while you're at it, have the patient in 204 put in a jacket. He won't stop tapping on his door and it's annoying. If Brookhaven doesn't send somebody to take him soon, I'm dumping him on their doorstep._

—_Dr. Kauffmann_

The Doctor frowned. The description of the female patient troubled him, but he was not sure where in the hospital she might be—or might have been. He decided to go investigate Room 204 to start. He went back out into the hall, and after a bit more investigating found a staircase to the second floor, so he went up.

The second floor was similar to the first, with greenish-grey tile floors and dull grey walls. There was a large door to his left, and a narrow hallway to his right. The first door on the right was labeled 201, so the Doctor continued along toward the end of the hall until he reached 204, the last room in that corridor. The door opened with a creak, and he went inside.

At first the Doctor thought the room was very tiny, but he quickly realized it had been split in two by a wall that had a small barred window at eye height, but no visible door. Hesitantly, the Doctor peered inside.

It was a small room with bare walls and no furnishings, dark except for what little light filtered between the bars. He was startled to see a figure huddled in the back corner. It was a man, or what was left of one, bound in a filthy straitjacket. Though bowed over and restrained, there was still something about him, some vestige of nobility, like the kind possessed by a lion in a cage.

There was no doubting who it was.

"Master," the Doctor said quietly.

The man swung his head around to face the door. He just stared for a moment. "It _would_ be you." His voice was hoarse from disuse. "But what happened? You've gotten younger. And older. How many regenerations since last I saw you?"

"You can't be here," the Doctor insisted, ignoring his question. "You can't. It's impossible."

"Impossibility has never stopped me." The Master stood slowly, wincing. "Although I'm not convinced I _am_ here. I've forgotten what real feels like."

"Look, if you—" The Doctor paused, forcing himself to tone down the anger in his voice. "If you know anything at all about this place, I need to know, I need you to tell me."

The Master laughed weakly. "Did you forget to regenerate your brain, Doctor? You really think _I'm_ behind this, that it's some kind of grand scheme of mine? To what end?"

The Doctor hesitated, then shook his head. "I'm starting to think there's no person behind this at all. I don't even care about finding out anymore, not really, I just want to get out of here. So, please, just tell me anything you know about this town."

"Shall I use an obvious pun to explain why I haven't been out investigating?" He glanced down at the straitjacket and then back up. "But from what little I _have_ seen, I think the basic nature of this place is pretty obvious. Oh come on, Doctor, you're so clever, surely you must have figured it out by now."

He had, up to a point—it reflected his flaws, fears, and actions. Shuddering, he thought of the shadow-thing that had first appeared in the mirror. But he still did not know how to get out.

"I saw the bloodstained man, the one with the shadow face," the Master continued. "Now that I've seen you, I think it's pretty clear what he is."

It _was_ clear, but that knowledge was too monstrous for the Doctor to speak aloud, so instead he muttered, "I can't fight that thing, you know."

"No, but that's just it! You _can't_ fight him. He is the darkness in you—perhaps a caricature of it, but still. You run from that darkness when what you should do is accept it. I grant that some of us accept it a bit too much, but you…" He shook his head. "You're not innocent, Doctor, and you haven't been for a very long time. But there are decisions that can't be undone—some that _shouldn't_ be undone, either. The point is that you need to accept the reality of who you are and what you've done before you can move on. Denying everything and pretending to be some sort of righteous guardian…" He smirked, looking the Doctor up and down. "…or a _child_, won't help you."

The Doctor stepped forward and spat "I am _not_ a ch—"

"See?"

He stopped, mouth open, then shook his head. "Oh, _damn_ you."

"No need to wish for what's already happened, Doctor."

They were silent for a moment. The Doctor was struck by just how exhausted the Master looked, how there was barely any life in his dark eyes. It bothered him more than he cared to admit.

Impulsively he pulled out his sonic screwdriver and tried it on the wall, to no avail—not that he had truly expected it to work. He jammed the sonic back in his pocket and shoved the wall violently.

"There's no getting in here," said the Master.

"I know that," the Doctor snapped. "I just wish I could…"

"Could what? Save me?" The Master laughed bitterly. "You always try, but you forget that I'm long past the point of saving. And have you listened to anything I've said? You need to go face that thing, and the truth."

"Master…"

"_Goodbye_, Doctor."

The Doctor started to leave, but hesitated and turned back around. "Have they stopped?" he asked softly. "The drums."

The Master leaned forward until his forehead rested on the bars. He said nothing, but the hollow look in his eyes was answer enough.

The Doctor went back out into the hall and let the door close behind him. Leaning against it, he rubbed his face with his hands. He felt like every ounce of energy had been drained out of him. It was all just too much.

_But I have to keep going. I always do._

He stumbled forward, checking doors as he went. The knobs on all the other room doors were broken, but the large door at the end opened so he went through it into another hallway. The first door on his right opened and he went inside.

A large sink bordered one wall, and dull metal tables covered with various surgical implements filled the room. In the wall to the left of the door he had entered through was a large glass window, and another door. Above the door was a small metal plaque that read:

_PRIMUM NON NOCERE_

"A doctor's precept," he muttered. "'First, do no harm.' Easier said than done."

Noticing nothing of particular interest in the room he was in, the Doctor went through the door under the sign and found himself in a large room that smelled of blood and bleach. He jumped when he saw movement out of the corner of his eye, but realized the window in the wall was actually one-way glass, with the mirrored surface on this side. The room was empty except for an operating table in its center and the bright surgical light above it.

There was something on the table.

Drawing closer, the Doctor saw that it was a plastic medical dummy of a human torso, with removable organs. He looked more carefully and realized that its heart was missing, but there was a small metal key where it should have been. Suddenly ice-cold dread stabbed through him, and he looked up at the one-way glass to see the shadow-thing in the mirror, motionless and pointing at him.

The Doctor stared straight at the shadow-thing and pulled out the key.

Instantly the operating room was plunged into utter darkness as both the surgical light and his flashlight shut off. At the same time, a thousand screaming voices filled the room in an ear-splitting cacophony, and the Doctor clamped his hands over his ears, reeling. It was high-pitched, inhuman. Horrified, he realized that it sounded just like the cries of the Racnoss young as he had drowned them so long ago, until Donna had stopped him. Just as this occurred to him, the siren started again, louder than ever, louder even than the screams.

As he sank into unconsciousness, the Doctor wondered whether it was louder than the drums.


	7. Chapter 7

The Doctor awoke slowly, head pounding. It was still pitch dark. He tried his flashlight and sighed gratefully when it turned on, although its warm golden beam revealed a horrifying scene. Blood coated every surface of the operating room, and the table was now wooden with iron spikes and broad leather straps. The plastic torso was gone, replaced by a real one that looked as if it had been clawed apart. He wondered vaguely if its heart was missing, too, but its nauseating stench overwhelmed any desire to investigate. Stumbling to his feet, he glanced at the one-way glass, but it was gone entirely and replaced by tangled wire coated in bits of flesh. There was no sign of the shadow-thing, but then it only seemed to show up at the transition right before the siren. Carefully, he went back out into the operating prep room.

It was in a similar state as the operating room—essentially the same as it had been before, but entirely coated in blood in flesh. Uninterested in investigating, the Doctor walked straight through and back out into the hall. The walls out there had changed to scorched, bloodstained wood; the floor and ceiling to dark metal grating. He went through the door on his left and back to where Room 204 was, but it had vanished. In place of its door was a blank, featureless wall.

The Master was right. There was no getting to him.

The Doctor kicked the wall angrily and turned on his heel. Sighing, he examined the metal key he had found in the medical dummy, and saw that it had a small, torn tag tied to it labeled 'Nurse's Station.' After a bit more looking around, he found a door marked as such, unlocked it, and went in.

It was a long rectangular room, with a few narrow shelves and a table in a corner with a notepad on it. The notepad was blank, but the Doctor noticed some indentations in it so he shone his flashlight at an angel to read what the missing page had said.

_Dr. Kauffmann—_

_I had to put Nurse Williams on unpaid leave today. He went into her room without authorization and tried to remove her from our care. I recommend terminating him. In the meantime, I had her moved to the secure room in the basement, so there should be no more incidents. You shouldn't be able to hear her anymore, either._

—_Bill_

Frowning, the Doctor clipped his flashlight back into his pocket. Nurse Williams…like Rory? Then the pregnant woman in the basement could be…

He needed to get down there right away.

The Doctor went back into the hall and down the stairs to the first floor. As he reached the foot of the stairs, he noticed a figure in the corner, wearing a white lab coat and with its back to him. When the beam of his flashlight hit it, it turned around to reveal a grey face with no features except an unnaturally broad, close-lipped smile, and extremely long fingers. Cooing softly, it reached for him.

The Doctor ran past it only to find himself in the clutches of two more. They tore at him, long nails digging through his jacket into his arm. There was a soothing quality to their voices, lulling him into a kind of hypnosis. As he listened more closely, he was able to make out what they were saying.

"Everything's going to be fine," they murmured in his ear. "Everything's going to be fine."

"No!" Fighting as hard as he could, he finally managed to pull away, though the scratches on his arms were bleeding. He ran, checking all the doors along the way, until he found one that opened and led to a downward staircase. The strange smiling creatures did not follow him.

The stairs went on for longer than the Doctor had expected, the walls getting progressively darker the further he went. Eventually he reached the bottom of the stairs and a narrow doorway, above which was a rusty metal sign with words painted on it in white.

_Angry god, judge over all_

_Tears and corpses seem so small._

Frowning, he walked through the doorway to find himself in a cavernous black room. At its center stood little Amelia Pond, clothed now in a white patient's shift.

"Amelia," the Doctor sighed. "Are you all right?"

"Of course not, stupid." Her voice was far too cold for a little girl. "I haven't been all right since the day I met you."

"But I—" He blinked and it was the adult Amy Pond standing in front of him, still in a patient's gown, her red hair disheveled and face haggard.

"You were my best friend, Doctor. I trusted you. I believed in you. But now look at me." She gestured to herself, and he realized she was heavily pregnant. "None of this would've happened if it weren't for you."

His eyes stung from the beginnings of tears, but everything he had faced that day was starting to make him angry. "Why are you saying this, Amy? Do you think I don't feel guilty? Do you think I don't feel regret every single day and blame myself for what's happened? I never wanted anything bad to—"

"Nobody cares what you wanted. It's still all your fault."

"I didn't say it wasn't my—"

"But you still do it." Her voice grew louder. "You play god with the universe and you take us with you no matter the consequences. I don't care how much self-loathing you feel, Doctor, you're still selfish enough to do that."

The Doctor shook with anger and sadness. "But what do you think I would be without people like you to learn from, to hold me back?"

"Either way, you hurt people. Maybe you should just do everyone a favor and die already. For good."

He shook his head. "I can't do that. I can't stop fighting, no matter how much I want to."

"Why fight? You can't save anyone, least of all yourself."

"I _did_ save you," he whispered, taking a step closer. "I went to war for you and I saved your life."

"Months too late." She coughed, and there was blood on her lips. "And it wasn't much of a saving at all. Do you have any idea how much I suffered while I waited for you to figure it out?" Her eye started twitching. "But I guess you do call me 'the girl who waited.'"

The Doctor hesitated, then decided to take a different approach. "I know how much Amy Pond went through, but you're not her, not really. You're like the others I've seen—an image presented to me by this town, this Silent Hill, to tell me something."

She trembled and grew paler in front of him.

"And I hate to break it to you, not-Amy Pond, but I feel guilty enough without your help. I suppose I did need to see all this, to face the things I've been ignoring, but I've done that now and I don't need any more of it. I know I do the best I can, and that I can't change what's already happened."

Suddenly her hand shot forward and gripped him around the throat. "You're not finished here yet," she hissed. Marks like bruises or blood blisters blossomed all over her freckled skin, blood soaking through her shift over her pregnant stomach. Dirty strands of hair hung in her face as her head tilted forward, staring him down, hand clenching tighter on his windpipe. "You haven't seen everything."

The Doctor struggled, but her grip was inhumanly strong. As everything dimmed, a thought occurred to him, and he reached into his jacket pocket. He pulled out the doll Amelia had dropped earlier, her raggedy Doctor.

"Amelia," he squeezed out, holding the doll close to her face. When she saw it, her grasp on his throat loosened a little. Finally she let him go and took the doll, gazing at it as he wheezed and gasped for breath.

"You were my friend," she whispered, stroking the doll's hair.

"I _am_ your friend," the Doctor coughed. "I am the friend of every good soul, of everyone who has a spark of goodness in them. I've made horrible mistakes, but I care for every one of you. That's why I called myself the Doctor. Not because I want to make decisions of life and death, even though they often fall to me, but because I want to help."

She looked at him and she was _Amy_ again, bright and fiery and whole.

She disappeared.

The Doctor lifted his hands to his ears, expecting the siren to start, but nothing happened. He rubbed his throat. "What now?" He pulled out the map, but was troubled to find that it had turned into a blank piece of paper. Frowning, he slipped it back into his pocket and took a step forward.

Instantly a massive hole opened up in the ground in front of him with a violent roar. He jumped back, but the hole did not expand any further. Glancing behind him, he was not surprised to see that the door he had entered through was gone.

There was no other way out.

Cautiously, the Doctor stood at the edge and peered in, but his flashlight's beam could not reach the bottom. It reminded him of the great chasm he had gone down on Krop Tor, the impossible planet, so long ago. This one gave him a similar feeling.

_This is it, and I may not come back_.

The Doctor took a deep breath and jumped.


	8. Chapter 8

When the Doctor came to, he was lying on his back in a pile of ashes. He was in a large, dark space, the acrid smell of smoke in the air. He struggled to his feet. His whole body was sore, his chin ached from hitting the stage at the theater earlier, and his sleeves were torn from the claws of the strange smiling creatures, his arms bloody. Still, he was mostly in one piece. There was only one door in the vast room, so the Doctor went through it and found himself on a metal staircase somehow suspended in a black, empty space. The air glowed faintly orange, which was fortunate since his flashlight had broken in the fall, and his sonic was not meant to be used as a light source for more than a few minutes.

Slowly he made his way down the seemingly endless staircase. As he continued on, the smell of smoke grew stronger, tinged now with the unmistakable odor of burning hair and flesh. The staircase creaked treacherously as he descended. Eventually it reached a sort of stone floor, and flattened out into a walkway with railings. The gloom grew so heavy that the Doctor could barely see anything.

Suddenly, he felt like he was not alone. Turning, he saw faint silhouettes on either side of the walkway, in rows several figures deep. In the darkness, he could make out no facial features, but only the outlines of large, oddly shaped collars.

The traditional formal garments of Gallifrey.

The Doctor nodded slowly as his hearts started beating faster. Of course. This was it, then—time to face what he had done to his fellow time lords. Tossing his head, jaw clenched tight, he continued down the walkway.

Finally the metal walkway stopped, and the way ahead was instead a dirt path, with nothing separating him from the silhouetted figures, motionless but somehow watching him. The Doctor saw some kind of rectangular device in the middle of the path up ahead, surrounded by a brighter orange light. As he drew nearer, he saw that there was a figure inside it, standing upright with their arms bound behind their back.

Fear and anger pierced the Doctor like a knife through his stomach when he realized who it was. It was a man wearing rich crimson robes with gold embellishments, his features conveying an air of pride, grandeur, and immense age.

It was Rassilon himself.

"My lord Doctor," said the time lord, his voice commanding. "Here we are at last, in the bowels of your guilt.

"Rassilon," the Doctor growled, hearts pounding. "I have nothing to say to you."

"No? And why is that? Because I represent your greatest crime, your worst moment of hypocrisy?"

"No. _No_. You can't condemn me, you…you would have destroyed time itself and everyone in it."

"Do you think any actions of mine change what _you_ have done?" Rassilon sneered. "Kind and righteous hero indeed. You committed genocide against your own people, Doctor."

"I...I never wanted…" The Doctor shook his head. "You left me with no choice. The war and _your_ actions were tearing reality apart and someone had to stop it—_I_had to stop it."

"Yet since your ninth regeneration all you've done is mourn the fact that you are alone, when it is your own doing. You are so pitiful that you were even pleased to see your enemy, insane filth that he was."

"Don't—" The Doctor lunged forward. "_Don't_. Don't you dare speak of him when you know that _you_ are the one responsible for—"

"And you are so defensive of him, dear Doctor! Such a hypocrite. You have always been a pathetic excuse for a time lord, jaunting about and interfering as you will, like a little boy playing with toys. You would be better called a time meddler than a time lord."

The Doctor raised his eyebrows, but his eyes were cold. "'Time _meddler,_' eh? I like that, time meddler. I may use it. In fact, that's the only thing you've ever said that hasn't been complete and utter hubris."

Rassilon laughed cruelly. "Once again you deflect and demonstrate what a child you are, Doctor. You never could take responsibility."

The Doctor started to speak, but stopped, and just stood there in silence for a moment. "I don't like everything I've done," he said finally, "but I can't change any of it."

"But would you change it, if you could? You feel guilt and you act penitent, but why if you do not regret what you've done?"

"I _do_ regret some things. I regret what happened to Gallifrey, but I did have to do it."

Rassilon studied him for a moment. "Do you think about it, Doctor? The billions you killed. Every citizen of your home."

The Doctor could feel the silhouetted figures staring at him. "I had to do it."

Suddenly the cavern was engulfed in flame, with only the tiny area around the Doctor and Rassilon untouched. The dark figures writhed and the Doctor saw their faces, people's faces, in the firelight as they melted and blackened. A billion dying screams blasted into his brain, and the Doctor sank to his knees in pain at the awful noise. But just as quickly as it had started, the flames stopped and everything was cloaked in darkness and silence once again.

Rassilon looked down at the Doctor with his icy eyes and insufferable smile. "For you it ended in an instant, but it is still happened forever in the time lock you created. Are you sure you wouldn't change that?"

"Yes," the Doctor hissed. "I'm sure. What else could I have done? Even if I walked away and did nothing, everyone still would have been destroyed by what you were going to do. I saved more people than I killed by doing that."

Flames shot up through the figures again, and the Doctor suppressed a scream of pain at the ear-piercing shrieks coming from all around him. His fingernails dug into his scalp as he pressed his hands over his ears as tightly as he could, but it was of little use.

As he huddled on the ground in that hellish place, everything suddenly crystallized into startling clarity. What he had been telling Rassilon was not a lie to make himself feel better—it was true. The whole thing was nearly unbearable, but what else could he have done? What else could _anyone_ have done? Maybe it was not pure, or righteous, or something he was proud of, and maybe he would feel awful about it for the rest of his life, but for the sake of all time and reality it had been necessary.

If that were true, then what good did it do to wallow in guilt or try to run from it? He was who he was, and he had done what he had done, and he had no choice but to accept that and try to do his best in the future.

The flames stopped and everything went dark and quiet again.

The Doctor pulled himself to his feet. "I mean it," he forced out between clenched teeth. "I do. I understand. I don't need to hear any more from you, all right? Not you or anyone else in this place. I get it and I'm ready to leave."

Rassilon smirked. "There is one you still must see, my lord Doctor. One more left." He tilted his head back and suddenly he was engulfed in flames. The Doctor jumped back but then stood there, frozen in place, watching in horror as the time lord was burned alive within the strange device, screaming in agony as his flesh was consumed. In a few moments, there was nothing left but ashes. The device he had been trapped within lowered into the ground, leaving the path ahead open.

The Doctor stayed there for a moment, suddenly completely exhausted. The cavern was darker now that the device was gone, but the Gallifreyan figures all around were still there, their silhouettes faintly visible in the dim light. Finally the Doctor trudged forward. As he continued on, he saw a small red light flashing in the distance. He felt a pang of dread in the pit of his stomach as he recognized its shape and pattern. After a few minutes of walking, the dirt path ended, spreading out into a broad, low-ceilinged cavern. It was lined with more of the Gallifreyan figures, all encircling a familiar rectangular object in the center.

It looked like the TARDIS, but the Doctor knew immediately that it was not truly _his_ TARDIS, but a dark reflection of it. Its wooden sides were not the bright blue he loved so well, but a deep red, with black vein-like markings creeping up its sides and throbbing like living flesh. He traced its door with his fingertips, but when he withdrew his hand there was blood on his skin.

"One more left, hmm?" The Doctor sighed, frightened and worn out but hopeful that at least it would be over soon. "Guess I'm ready as I'll ever be." Taking a deep breath, he pulled open the door and stepped inside.


	9. Chapter 9

The door latched shut behind him, and at first the Doctor was in utter darkness. There was a humming noise like his TARDIS' usual sound, but lower-pitched and with an odd staticky quality to it. The stench of iron and decay hung in the air. Gradually the space grew brighter, lit by a reddish-orange glow with no apparent source, and the Doctor stared in horror as the console room became more visible.

Although its basic structure was familiar, every surface was coated in what appeared to be living flesh, all blood red and pulsating with thick black veins. The central column was not clear and glassy, but made of spiked black iron bars, scraping up and down in the middle of the console which itself was made of bloody pink flesh. The Doctor nearly gagged, tears stinging his eyes.

At that moment, a familiar pang of dread twisted through him, and the Doctor slowly looked over to the left of the console. The shadow-thing was standing there, faceless and terrible, its jacket and shirt now entirely coated in blood. It just stood there, and though it had no eyes he could feel it staring at him, staring into him.

"Of course it's you," the Doctor muttered. "I knew you weren't gone yet. Been awhile, though. What have you been doing since you killed that poor creature?"

Before the he could react, the shadow-thing moved forward until it was right in front of him and struck him hard across the face, sending him reeling back into the wall.

The Doctor straightened up slowly. "Haven't I been put through enough? I've gotten the message, all right? I've done some bad things or at least things that have hurt people. I'm not innocent, I know that. I guess that's what this place has been trying to make me face, but why, and what right you have to pass judgment on me, I don't know."

The shadow-thing grabbed him roughly by the collar and lifted him up off the ground like it had done to the creature in the shopping center, its fingers icy on his throat. The Doctor struggled, clutching at the thing's arm, but it was useless. "Am I wrong?" he coughed. "Isn't that what all this has been for, all these horrors and these ghosts from my past? To face what I've done and…and what? My feelings over what I've done? My guilt and self-hatred?" He coughed again, tasting blood. "I might not wear them on my sleeve, but those feelings never leave me. I…I don't think they ever will."

The shadow-thing made a gurgling noise that was something like a chuckle, and the Doctor felt like his blood turned to ice at the sound. He shivered, growing more frightened and feeling helpless as he only had words to use against something that was entirely unfeeling and inhuman. "What do you want from me?" the Doctor whispered. "What do you want me to say?"

Suddenly the thing slammed him back against the wall, and his vision dimmed as pain throbbed through his skull. "What do you want?" he repeated, and the thing slammed him back again, harder this time. The tears that had welled in the Doctor's eyes slowly slid down his cheeks. He stared straight at its shadowed face, his vision blurred. "I know what you're supposed to be," he hissed. "You're supposed to be the embodiment of the bad things I've done. And you know what? Maybe this place is right. Maybe I _am_ a monster soaked in blood."

He took a ragged breath. "But this, this is where you're wrong. You might be me, but I'm not _you_. I am bad _and_ good. I've helped and saved so many people, so many worlds." Images of his friends and companions flashed through his mind—as they truly were, with smiles and joy and at least a shred of goodness in each of them, not just pain and sadness. "They've given me their faith and their…and their love, and I…Maybe they just don't understand what I really am, but I have to believe that means that there's something about me that's worth something."

The shadow-thing's grip loosened slightly.

"So I _do_ understand." His voice grew stronger. "You know I do. And if you're me, and I accept that, then I guess there's no reason for you to be here trying to harm me anymore, is there? If you're me, if I'm light and dark, then you can't do anything to me. You're part of me." The Doctor tilted his head forward slightly. "Now _let me go_."

The shadow-thing dropped him abruptly, and he stumbled back against the wall, his whole body trembling. It spread its arms, head tilting back, and darkness shot out from its head and hands like a strange version of a time lord's regeneration. The thing was entirely consumed in shadow, its form dissolving until nothing but darkness remained. At that instant, the siren started, and though its deafening volume made the Doctor cover his ears in pain, hearing it was almost a relief. The darkness from where the shadow-thing had been suddenly moved toward him like a living thing until it was right on top of him, and he cried out in pain as it somehow faded into him. He could feel it melting into his body and he shook in agony, feeling like his bones were freezing and cracking inside of him.

As the siren wailed on, the Doctor collapsed to the floor and everything went black.


	10. Epilogue

When the Doctor regained consciousness, he found himself curled up on the ground at the edge of a road. Thick, pale fog surrounded him, but the breeze was cool and refreshing, and everything was quiet and still. He just stayed there for a while, listening to the calm nothing, feeling the solidity of the earth beneath him and the wind ruffling his hair. Eventually he struggled to his feet, his entire body aching, the taste of blood still in his mouth. He reached into his pocket to check the map, but it was gone. Grimacing, he limped onto the road and headed forward.

After a few minutes of walking, the Doctor could just make out something blue up ahead through the fog. Just a glimpse of that familiar color lifted his spirits. Smiling faintly, he forced himself to walk a bit faster until he reached it, his beautiful TARDIS, bright and sturdy and exactly where he had left her. A touch of nervousness twinged through his as he pulled open her door, but then he sighed with relief as he stepped inside and saw that the console room was perfectly normal, and that the TARDIS' power was back on again.

"That's my girl," he sighed, shutting the door behind him and stumbling over to the console. He leaned on it for support, head bowed, hand lingering just above her buttons and switches. It hit him then that he might never understand that place, or what exactly had happened there. He was exhausted and in pain and emotionally drained, but he felt that, somehow, what he had been through had been necessary. He had looked into himself, into the truth he tried to ignore, brush off, or deny. But instead of giving up or breaking down entirely after facing this thing he feared the most—the reality of what he was—he had realized that despite everything he did want to keep going. He was not done fighting.

"Or running," he smiled softly, flipping a switch. "Come along, old girl. I think we've been here long enough."


End file.
